SECURITIES AND EXCHANGE COMMISSION - SEC.gov...Incoming letter dated January 2, 2014 . Dear Ms....

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549

DIVISION OF CORPORATION FINANCE

February 14 2014

Carol J Ward Mondelez International Inc carolwardmdlzcom

Re Mondelez International Inc Incoming letter dated January 2 2014

Dear Ms Ward

This is in response to your letters dated January 2 2014 and January 14 2014 concerning the shareholder proposal submitted to Mondelez by The Firefighters Pension System ofthe City ofKansas City Missouri Trust We also have received a letter on the proponents behalf dated January 20 2014 Copies ofall ofthe correspondence on which this response is based will be made available on our website at httpwwwsecgov divisionscotpfinlcf-noaction14a-8shtml For your reference a brief discussion ofthe Divisions informal procedures regarding shareholder proposals is also available at the same website address

Sincerely

Matt S McNair Special Counsel

Enclosure

cc Greg A Kinczewski The Marco Consulting Group kinczewskimarcoconsultingcom

February 14 2014

Response of the Office of Chief Counsel Division of Corporation Finance


The proposal relates to compensation

There appears to be some basis for your view that Mondelez may exclude the proposal under rule 14a-8(f) We note that the proponent appears to have failed to supply within 14 days of receipt ofMondelezs request documentary support sufficiently evidencing that it satisfied the minimum ownership requirement for the one-year period as required by rule 14a-8(b ) Accordingly we will not recommend enforcement action to the Commission ifMondelez omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f)

Sincerely

Raymond A Be Special Counsel

DIVISION OF CORPORATiON FINANCE INFORMAL PROCEDURES REGARDING S~HOLDER PROPOSALS

~e Division ofCorporation Finance believes that its responsibility wi~ respect to matters arising under Rule l4a-8 (17 CFR24014a~8] as with other matters under the proxy 1tles is to aid those ~0 inust comply With the rule by offering informal advice and suggestions and to determine initially whether or not it may be appropriate in a particular matter to_ recommen~enforcement action to the Commission In CODfiection with a shareholder proposal lflder Rule 14a-8 the Divisions staff considers th~ iriformation furnished middotto it middotby the Company in support of its intention to exclude the proposals fro~ the Companys proxy materials alt well as any inform~tion furnished by the proponent or-the proponents representative

AlthOugh Rtile 14a-8(k) does not require any comm~cations from Shareholders to the C~mnlissions s_taff the staff will always consider information concerning alleged violations of

middotthemiddot statutes ~inistered by the-Corrunission including argtunent as to whether or notactivities propos~ to be taken middotwould be violative of the middotstatute or nile inyolved The receipt by the staff ofsuch information however should not be construed as ch3ngjng the staffs informal middot procedureS and--proxy review into a formal or adversary procedure

It is important to note that the stafrs andCommissio~s no-action responses to Rule 14a8(j)-submissions reflect only infonnal views The ~~terminationsmiddotreached in these noshyactio~ l~tters do not ~d cannot adjudicate the ~erits ofa contpanys position with respe~t to the proposal Only acourt such a5 a US District Courtcan decide whethera company is obligated

middot to inclu~~ shareholderproposals in its proxy materials Accordingly a discretionary middot determination not to recommend or take- Commission enforcement action does not pr~clude a pr-oponent or any shareholder ofa -company from pursuing any rights he or she may have against the company in court should the manag~ment omit the proposal froin middotthe companysprdxy middotmaterial

January 20 2014

VIA EMAIL US Securities and Exchange Commission Office of the Chief Counsel Division of Corporation Finance 100 F Street NE Washington DC 20549

Re Shareholder proposal submitted to Mondelez International by The Firefighters Pension System of the City of Kansas City Missouri Trust

Ladies and Gentlemen

This letter is submitted on behalf of The Firefighters Pension System of the City of Kansas City Missouri Trust (the Proponent) in response to a January 2 2014 letter from Mondelez International (the Company) and a January 14 2014 supplemental letter which seek to exclude from its proxy materials for its 2014 annual meeting of shareholders the Proponents shareholder proposal requesting the Company to seek shareholder approval of future severance agreements with senior executives that provide benefits in an amount exceeding 299 times the sum of the executives base salary plus bonus (the Proposal)

In accordance with Securities and Exchange Commission (SEC) Staff Legal Bulletin No 14D (Nov 7 2008) this response is being e-mailed to shareholderproposalssecgov A copy of this response is also being e-mailed to the Company

The Companys two letters argue that the Company should be allowed to exclude the Proposal because the Proponent did not respond in a timely fashion to the Companys December 2 2013 letter requesting proof of continuous ownership (the Deficiency Notice)

The Proponent respectfully submits that the Deficiency Notice sent by the Company was premature unnecessary and deprived the Proponent of having the benefit of notice of any specific defect The practical impact of the Deficiency Notice was to confuse the Proponents custodian as to the proper dates to use in its proof of continuous ownership The Proponent was a bystander to this and should not be penalized by having the Proposal excluded

The facts are simple straightforward and uncontested

The Proponent submitted the proposal with a cover letter on November 26 2013 just before the Thanksgiving holiday weekend See Exhibit A of the Companys January 2 2014 letter The cover letter specifically states A letter from the Funds custodian documenting the Funds continuous ownership of the requisite amount of the Companys stock for at least one year prior to the date of this letter is being sent under separate cover (Emphasis supplied)

Headqua rters Office bull 550 w Washington Blvd Suite 900 bull Ch icago IL 60661 bull P 312-575-9000 bull F 312-575-0085

East Coast Office bull 25 Braintree Hill Office Park Suite 103 bull Braintree MA 021 84 bull P 617-298-0967 bull F 781-228-5871

l I l

~ i

US Securities and Exchange Commission January 202014 Page Two

Before the custodian could send its letter the Company sent its Deficiency Notice on December 2 2013 immediately following the Thanksgiving holiday weekend See Exhibit 8 of the Companys January 2 2014 letter The Comoanys Deficiency Notice was sent eight calendar days middotin advance of the 14 calendar day after filing deadline in Rule 14a-8 for notifving proponents of crocedural or eligibility deficiencies The only deficiency alleged was the lack of proof of continuous ownership for the one year period precedingthe filing of the Proposal The Company however had already been soecifically advised by the Proponents letter of November 26 201middot3 that the Proponents custodian would be Providing proof of continuous middot ownership under a separate cover Thus the Companys Deficiency Notice was unnecessary and premature

The Proponents custodian sent its continuous ownership letter as an attachment to an email on Dec 4 2013 See Exhibit C to the Companys January 2 20141etter The custodians letter unfortunately provided proof of continuous ownership for one year from December 2 2013 the date of the Companys letter instead of November 26 2013 the date of the Proponent submitting the Proposal The custodians email specifically states Feel free to contact me if you have questions (Emphasis supplied)

The Company did not contact the custodian or the Proponent to notify them that the custodian had used the wrong date for reoorting continuous ownership until the Company filed its no action letter on Januarv 2 2014

The custodian sent a letter to the Company on January 13 2014 revising its December 4 2013 letter to provide proof of continuous ownership for the one-year period preceding the filing of the Proposal on November 26 2013 See Exhibit A to the Companys January 14 2004 letter

The Proponent respectfully submits that the only reason this controversy is before the Commission is that the Companys premature and unnecessary letter of December 2 2013 interrupted its custodians normal processing of the proof of continuous ownership Once the Proponent was notified by the Company on January 2 2014 that its custodians December 4 2013 letter providing proof of continuous ownership was deficient the Proponent had its custodian cure the deficiency

For the foregoing reasons the Proponent believes that the relief sought in the Companys no action letter should not be granted If you have any questions please feel free to contact the undersigned at 312-612-8452 or at kinczewskimarcoconsultingcom

Very Truly You~ _

~ws~ Vice PresidentGeneral Counsel

cc Carol J Ward

Xondeliz International bull

Carol J Ward Vice President and Corporate Secretary Three Parkway North Suite 300 38407 Deerfield IL 60015

T 8479434373 F 5702353005middotJanuary 14 2014 CaroiWardmdlzcom

VIA E-MAIL lsharehoderproposalssecgovJ

Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington DC 20549middot

Re Mondelez International Inc Supplemental Letter Regarding Shareholder Proposal ot The Firefighters Pension System of_the City ofKansas City Missouri Trust Securitiesmiddot Exchange Act of 19~Rule 14amiddotB


This letter relates to the no~action request (the NomiddotAction Requesf) that Mondelez International Inc (the Company) submitted to the staff of the Division of Corporation Finance (the Staff) on January 2 2014 in response to the shareholder proposal (the Proposal) and statements in support thereof received from The Firefighters Pension System of the City of Kansas City Missouri Trust (the Proponenf)bull The Proposal relates to seeking shareholder approval of certain future severance agreements middot

In the NaAction Request tne Company argued that the Proposal could be excluded from the Companys proxy statement and form of proxy for its 2014 Annual Meeting of Shareholders (collectively the 2014 Proxy Materials) pursuant to Rule 14a~a(b) and Rule 14amiddot8(f)(1) because the Proponent failed to Provide the requisite proof of continuous ownership of Company shares for the onemiddotyear period preceding and including the date the Proposal was submitted to the Company (November 26 2013) despite the Companys timely and proper

middot deficiency notice reque~ting that information

This letter is to inform you that on January 13 2014 the Company received from The Northern Trust Company a letter (the NTC Letter) stating that [t]he Fund has held in excess of $2000 worth of shares in your Company continuously since November 25 2012 See Exhibit A

Even assuming that the referenced Funcf is the Proponent the NTC Letter does not alter the basis for exclusion that was set forth in the NaAction Request As stated in the No-Action Request the Company after receiving the Proposal and noting that it did not include proof of ownership sent to the Proponent a deficiency notice (the Deficiency Notice) describing themiddot proof of ownership requirements of Rule 14a-8(b) The Deficiency Notice was delivered to the Proponent and the Proponents representative via emiddotmail on December 2 2013 and to the Proponent via FedEx on Decembemiddotr 4 2013 Thus pursuant to Rule 14a-8(f) the Proponents response was required to be postmarked or transmitted electronically no later than December 16 2013 which is 14 days from the date the Proponent received the Deficiency

Office of Chief Counsel Divi~ion of Corporation Finance Securities and Exchange Commission January 14 2014 Page2

NoticE~ The Defici~ncy Notice alerted the Proponent to this deadline stating that [t]he SECs rules require that any response to this letter be postmarked or transmitted electronically no later than 14 calengar-days from the date you receive this lettermiddot Even so the NTC Letter was transmitted via e-mailmiddotto the Company on January 132014 which is nearly one month after the

1 December 16 2013 deadline middot

The Staff consistently has concurred that a proposal may be excluded when the proponent provides proofof ownership after the applicable14-day deadline See eg Mondelez ntemationa~ Inc (av~il Jan 15 2013) (concurring in the exclusion of a proposal under Rule 14a-8(b) and 14a-8(f) when the proponent submitted proof of ownership hi response to the Companys no-action request approximately 15 days after the applicable-14-day deadline)

middot Entergy Corp (avail Jan 9 2013) (concurring in the exclusion of a proposal under Rule 14ashy8(b and 14a-8(f) when the proponenfs proof of ownership wasmiddotsubmitted two days after the applicable 14-dayde~dline) General Motorsmiddot Co (avail Mar 27 2012) concurring inmiddotthe exclusion of a proposal under Rule 14a-8(b) and 14a-8(f) when the proponenfs proof of ownership was submitted four days after the applicable 14-day deadline)

B~sed upon the foregoing precedent andthe analysis in the No-Action Request we respectfully request that-the Staff concur that it will take no action if the Company excludes the Proposal from its 2014 Proxy Materials pursuant to Rule 14a-8(b) and Rule 14a-8(f)(1)

We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject Correspondence reg~rding thismiddotletter should be sent to carolwardmdlzcom If we canmiddot be of any further assistanc~ in this matter please do not nesitate to call me at (847) 943-4373 or Amy Goodman of Gibson Dunn middotamp Crutcher LLP at 202) 955-8653

Sincerely

Carol J Ward Vice President and Corporate Secretary

CJWeaa

cc Amy Goodman Gibson Dunn amp Crutcher LLP Richard G Boersma The Firefighters Pension System of the City of Kansas City Missouri Trust Greg Kinczewski The Marco Consulting Group

1 The Proponent also provided proof of ownership on December 4 2013 which was deficient for the reasons explained in the No-Action Request

EXHIBIT A

From Claudiu Besoaga [mailtocb73ntrscom] Sent Monday January 13 2014 1208 PM To Ward carol J Cc Greg Kinczewski RickBoersmakcmoorg Subject Re KCERS - Shareholder Proposal to file at Mondelez

Hi Carol

Here is a revised letter of direction showing that The Firefighters Pension System of the City of Kansas City Missouri had for a year more then $200000 worth of shares of Mondelez International Inc as of closing date for 11262013 The previous letter had stated different dates than the date of the filing Apologies for the confusion Let us know if you have nay questions I sent the original in the mail and it will be delivered tomorrow

Thanks Claudiu

Claudiu Besoaga - Account Manager I Public FundsTaft-Hartley 1The Northern Trust Company e (312) 557-4049 1fax (312) 557-2710 1~ cb73ntrscom

CONFIDENTIALITY NOTICE This communication is confidential may be privileged and is meant only for the intended recipient Ifyou are not the intended recipient please notify the sender ASAP and delete this message from your system IRS CIRCULAR 230 NOTICE To the extent that this message or any attachment concerns tax matters it is not intended to be used and cannot be used by a taxpayer for the pwpose ofavoiding penalties that may be imposed by law For more information about this notice see httpwwwnorthemtrustcomlcircular230

bull Northernfrost

January 13 2014

BY OVERNIGHT DELIVERY AND EMAIL CAROLWARDMDLZCOM

Carol J Ward Corporate Secretary Mondelez International Inc Three Parkway North Deerfield Illinois 60015

Re The Firefighters Pension System of the City of Kansas City Missouri TrJst I

Dear Ms Ward

As custodian of The Firefighters Pension System of the City of Kansas City yenissouri Trust we are writing to revise our letter of December 4 2013 regarding the continuous share ownership of the Trust in Mondelez International Inc (Company) I

In response to your December 2 2013 letter to the Trust we inadvertently verified the Trusts continuous ownership in the Company as of the close of business on December 2 2013 and for the preceding one year period We now understand that youwere requesting proof of the Trusts ownership for the one-year period preceding tHe Trusts filing of a shareholder proposal on November 26 2013 middot

We are now writing to report that as of the close of business November 26 2013 the Fund held 2715000 shares of Company stock in our account at The Northern Trust Company and registered in its nominee name of Cede amp Co The Fund has tield in excess of $2000 worth of shares in your Company continuously since November 25 2012

We apologize for the confusion

If there are any other questions or concerns regarding this matter please feeli free to contact me at 312-557-4049

Since~ L Claud~gaAccount Manager The Northern Trust ompany

Carol J Ward Vice President and Corporate Secretary Three Parkway North Suite 300 3S407 Deerfield IL 60015

T 8479434373 F 5702353005 CarolWardmdlzcom

January 2 2014

VIA E-MAIL (shareholderproposalssecgov)

Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington DC 20549

Re Mondelēz International Inc Shareholder Proposal of The Firefightersrsquo Pension System of the City of Kansas City Missouri Trust Securities Exchange Act of 1934mdashRule 14a-8


This letter is to inform you that Mondelēz International Inc (the ldquoCompanyrdquo) intends to omit from its proxy statement and form of proxy for its 2014 Annual Meeting of Shareholders (collectively the ldquo2014 Proxy Materialsrdquo) a shareholder proposal (the ldquoProposalrdquo) and statements in support thereof received from The Firefightersrsquo Pension System of the City of Kansas City Missouri Trust (the ldquoProponentrdquo)

Pursuant to Rule 14a-8(j) we have

bull filed this letter with the Securities and Exchange Commission (the ldquoCommissionrdquo) no later than eighty (80) calendar days before the Company intends to file its definitive 2014 Proxy Materials with the Commission and

bull concurrently sent copies of this correspondence to the Proponent

Rule 14a-8(k) and Staff Legal Bulletin No 14D (Nov 7 2008) (ldquoSLB 14Drdquo) provide that shareholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the ldquoStaffrdquo) Accordingly we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Proposal a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company pursuant to Rule 14a 8(k) and SLB 14D

Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission January 2 2014 Page 2

THE PROPOSAL

The Proposal relates to seeking shareholder approval of certain future severance agreements A copy of the Proposal as well as related correspondence from the Proponent is attached to this letter as Exhibit A

BASIS FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2014 Proxy Materials pursuant to Rule 14a-8(b) and Rule 14a-8(f)(1) because the Proponent failed to provide the requisite proof of continuous ownership in response to the Companyrsquos proper request for that information

BACKGROUND

The Proponent submitted the Proposal to the Company via e-mail on November 26 2013 See Exhibit A The Proponentrsquos submission failed to provide verification of the Proponentrsquos ownership of the requisite number of Company shares for at least one year as of the date the Proponent submitted the Proposal In addition the Company reviewed its stock records which did not indicate that the Proponent was the record owner of any shares of Company securities

Accordingly on December 2 2013 which was within 14 days of the date that the Company received the Proposal the Company sent the Proponent a letter notifying it of the Proposalrsquos procedural deficiencies as required by Rule 14a-8(f) (the ldquoDeficiency Noticerdquo) In the Deficiency Notice attached hereto as Exhibit B the Company informed the Proponent of the requirements of Rule 14a-8 and how it could cure the procedural deficiencies Specifically the Deficiency Notice stated

bull the ownership requirements of Rule 14a-8(b)

bull the type of statement or documentation necessary to demonstrate beneficial ownership under Rule 14a-8(b) including the requirement that the proof of ownership ldquoverify[] that the Proponent continuously held the requisite number of Company shares for the one-year period preceding and including the date the Proposal was submitted (November 26 2013)rdquo and

bull that the Proponentrsquos response had to be postmarked or transmitted electronically no later than 14 calendar days from the date the Proponent received the Deficiency Notice

The Deficiency Notice also included a copy of Rule 14a-8 and SEC Staff Legal Bulletin No 14F (Oct 18 2011) (ldquoSLB 14Frdquo) The Deficiency Notice was delivered to the Proponent and the Proponentrsquos representative via e-mail on December 2 2013 and to the Proponent via FedEx on December 4 2013 See Exhibit B

By e-mail sent on December 4 2013 the Proponent responded to the Deficiency Notice and provided a letter from The Northern Trust Company dated December 4 2013 (the ldquoNTC Letterrdquo)


The NTC Letter stated in pertinent part

As custodian of The Firefightersrsquo Pension System of the City of Kansas City Missouri Trust we are writing to report that as of the close of business December 2 2013 the Fund held 2175000 shares of Mondelez International Inc (ldquoCompanyrdquo) stock in our account at The Northern Trust Company and registered in its nominee name of Cede amp Co The Fund has held in excess of $2000 worth of shares in your Company continuously since December 1 2012[]

See Exhibit C (emphasis added)

The Company has received no further correspondence from the Proponent regarding either the Proposal or proof of the Proponentrsquos ownership of Company shares

ANALYSIS

The Proposal May Be Excluded Under Rule 14a-8(b) And Rule 14a-8(f)(1) Because The Proponent Failed To Establish The Requisite Eligibility To Submit The Proposal

The Company may exclude the Proposal under Rule 14a-8(f)(1) because the Proponent did not substantiate its eligibility to submit the Proposal under Rule 14a-8(b) by providing the information described in the Deficiency Notice Rule 14a-8(b)(1) provides in part that ldquo[i]n order to be eligible to submit a proposal [a shareholder] must have continuously held at least $2000 in market value or 1 of the companyrsquos securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposalrdquo Staff Legal Bulletin No 14 (ldquoSLB 14rdquo) specifies that when the shareholder is not the registered holder the shareholder ldquois responsible for proving his or her eligibility to submit a proposal to the companyrdquo which the shareholder may do by one of the two ways provided in Rule 14a-8(b)(2) See Section C1c Staff Legal Bulletin No 14 (July 13 2001)

Rule 14a-8(f) provides that a company may exclude a shareholder proposal if the proponent fails to provide evidence of eligibility under Rule 14a-8 including the beneficial ownership requirements of Rule 14a-8(b) provided that the company timely notifies the proponent of the problem and the proponent fails to correct the deficiency within the required time The Company satisfied its obligation under Rule 14a-8 by transmitting to the Proponent in a timely manner the Deficiency Notice which specifically set forth the information listed above and attached a copy of both Rule 14a-8 and SLB 14F See Exhibit B

In addition Staff Legal Bulletin No 14G (Oct 16 2012) (ldquoSLB 14Grdquo) provides specific guidance on the manner in which companies should notify proponents of a failure to provide proof of ownership for the one-year period required under Rule 14a-8(b)(1) SLB 14G expresses ldquoconcern[] that companiesrsquo notices of defect are not adequately describing the defects or explaining what a proponent must do to remedy defects in proof of ownership lettersrdquo It then states that going forward the Staff

will not concur in the exclusion of a proposal under Rules 14a-8(b) and 14a-8(f) on the basis that a proponentrsquos proof of ownership does not cover the one-year


period preceding and including the date the proposal is submitted unless the company provides a notice of defect that identifies the specific date on which the proposal was submitted and explains that the proponent must obtain a new proof of ownership letter verifying continuous ownership of the requisite amount of securities for the one-year period preceding and including such date to cure the defect We view the proposalrsquos date of submission as the date the proposal is postmarked or transmitted electronically

The Staff consistently has granted no-action relief to registrants where proponents have failed following a timely and proper request by a registrant to furnish the full and proper evidence of continuous share ownership for the full one-year period preceding and including the submission date of the proposal For example in PepsiCo Inc (Albert) (avail Jan 10 2013) the proponent submitted the proposal on November 20 2012 and provided a broker letter that established ownership of company securities for one year as of November 19 2012 The company properly sent a deficiency notice to the proponent on December 4 2012 that specifically identified the date as of which beneficial ownership had to be substantiated and how the proponent could substantiate such ownership and the proponent did not respond to the deficiency notice The Staff concurred in the exclusion of the proposal because the broker letter was insufficient to prove continuous share ownership for one year as of November 20 2012 the date the proposal was submitted See also Comcast Corp (avail Mar 26 2012) (letter from broker stating ownership for one year as of November 23 2011 was insufficient to prove continuous ownership for one year as of November 30 2011 the date the proposal was submitted) International Business Machines Corp (avail Dec 7 2007) (letter from broker stating ownership as of October 15 2007 was insufficient to prove continuous ownership for one year as of October 22 2007 the date the proposal was submitted) The Home Depot Inc (avail Feb 5 2007) (letter from broker stating ownership for one year as of November 7 2005 to November 7 2006 was insufficient to prove continuous ownership for one year as of October 19 2006 the date the proposal was submitted) Sempra Energy (avail Jan 3 2006) (letter from broker stating ownership from October 24 2004 to October 24 2005 was insufficient to prove continuous ownership for one year as of October 31 2005 the date the proposal was submitted) International Business Machines Corp (avail Jan 7 2002) (letter from broker stating ownership on August 15 2001 was insufficient to prove continuous ownership for one year as of October 30 2001 the date the proposal was submitted)

Here the Proponent submitted the Proposal on November 26 2013 Therefore the Proponent had to verify continuous ownership for the one-year period preceding and including this date ie November 26 2012 through November 26 2013 The Deficiency Notice clearly stated the necessity to prove continuous ownership for one year as of November 26 2013 In doing so the Company complied with the Staffrsquos guidance in SLB 14G for providing the Proponent with specific instruction as to Rule 14a-8rsquos proof of ownership requirements The NTC Letter supplied by the Proponent in response to the Deficiency Notice however merely stated that the Proponent has ldquoheld in excess of $2000 worth of shares in your Company continuously since December 1 2012rdquo See Exhibit C (emphasis added) Despite the Deficiency Noticersquos instructions to show proof of continuous ownership for ldquothe one-year period preceding and including the date the Proposal was submitted (November 26 2013)rdquo the Proponent failed to do so


Accordingly consistent with the precedent cited above the Proposal is excludable because despite receiving timely and proper notice pursuant to Rule 14a-8(f)(1) the Proponent has not sufficiently demonstrated that it continuously owned the requisite number of Company shares for the requisite one-year period prior to the date the Proposal was submitted to the Company as required by Rule 14a-8(b)

CONCLUSION

Based upon the foregoing analysis we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal from its 2014 Proxy Materials pursuant to Rule 14a-8(b) and Rule 14a-8(f)(1)

We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject Correspondence regarding this letter should be sent to carolwardmdlzcom If we can be of any further assistance in this matter please do not hesitate to call me at (847) 943-4373 or Amy Goodman of Gibson Dunn amp Crutcher LLP at (202) 955-8653

Sincerely

s Carol J Ward


CJWeaa Enclosures

cc Amy Goodman Gibson Dunn amp Crutcher LLP Richard G Boersma The Firefightersrsquo Pension System of the City of Kansas City Missouri Trust Greg Kinczewski The Marco Consulting Group

EXHIBIT A

From Rick Boersma [mailtoRickBoersmakcmoorg] Sent Tuesday November 26 2013 935 AM To Ward Carol J Cc Greg Kinczewski Greg Kinczewski Greg Kinczewski ltkinczewskimarcoconsultingcomgt (kinczewskimarcoconsultingcom) Claudiu Besoaga Subject Shareholder Proposal

Dear Ms Ward

Attached please find a shareholder proposal and related transmittal letter submitted by the Kansas City Firefightersrsquo Pension System Please contact Greg Kinczewski of The Marco Consulting Group at 312-612-8452 if you have any questions

Richard G Boersma Retirement Systems Executive Officer 816513-1904

Human Resources Department

The Firefig hters Pension System

l Oth Fl oor City Hall 414 East 12th Street

k i 2- C I Tl (816) 513-19 28 Kansa s City Missouri 641 06

M I - u Fax (816) 513-12 80

November 26 2013

BY OVERNIGHT DELIVERY AND EMAIL CAROL WARDMDLZ COM


Re The Firefighters Pension System of the City of Kansas City Missouri Trust

Dear Ms Ward

In my capacity as Secretary of the Board of The Firefighters Pension System of the City of Kansas City Missouri Trust (the Fund) I write to give notice that pursuant to the 2013 proxy statement of Mondelez International Inc (the Company) the Fund intends to present the attached proposal (the Proposal) at the 2014 annual meeting of shareholders (the Annual Meeting) The Fund requests that the Company include the Proposal in the Companys proxy statement for the Annual Meeting

A letter from the Funds custodian documenting the Funds continuous ownership of the requisite amount of the Companys stock for at least one year prior to the date of this letter is being sent under separate cover The Fund also intends to continue its ownership of at least the minimum number of shares required by the SEC regulations through the date of the Annual Meeting

I represent that the Fund or its agent intends to appear in person or by proxy at the Annual Meeting to present the attached Proposal I declare the Fund has no material interest other than that believed to be shared by stockholders of the Company generally

Sincerely

Richard G Boersma Secretary

RESOLVED that the shareholders of Mondelez International (the Company) urge the Board of Directors to seek shareholder approval of future severance agreements with senior executives that provide benefits in an amount exceeding 299 times the sum of the executives base salary plus bonus

Future severance r~greeme11ts iilldude employmen t agreem ents [Oiltlining severnnce provisions SIJecia le~iremem provisions and agreements renewing modifying or extending existing such agreements

BenofitS1 in lude lmnp-sum cash pl)lments Ln luding payments in lieu ofmedical ancl other benefi ts) the payment of any gross-up tax liability the estimated present value of special retirement provisions any stock or option awards that are awarded under any severance agreement any prior stock or option awards as to which the executives access is accelerated under the severance agreement fringe benefits and consulting fees (including reimbursable expenses) to be paid to the executive

SUPPORTING STATEMENT

We believe that requiring shareholder ratification ofgolden parachute severance packages with a total cost exceeding 299 times an executives base salary plus target annual incentive will provide valuable feedback encourage restraint and strengthen the hand of the Boards compensation committee

According to the 20 13 Proxy (page 92) the potential payout to CEO Irene Rosenfeld under an involuntary termination due to a change in control at fiscal year-end 2012 was approximately $39 million more than nine times the average of her base salary plus annual incentive award in the past three years

Similarly under the same termination and change in control scenario four additional named executive officers could have received an estimated total of$27 million which represents between three and five times the average of their base salary plus annual incentive for the past three years (or fewer for those executives who have been with the Company less than three years)

Although the separation payment to the CEO in connection with an involuntary termination due to a change in control is three times base salary plus target annual incentive and two times base salary plus target annual incentive for the other named executive officers the proxy reveals that total payments are much higher when accelerated vesting of equity and other perquisites are included

We believe that the Companys policy on shareholder ratification of executive severance should include the full cost of termination payments

Please VOTE FOR this proposal

l shy-

EXHIBIT B

From elizabethahleniusmdlzcom [mailtoelizabethahleniusmdlzcom] On Behalf Of carolwardmdlzcom Sent Monday December 02 2013 454 PM To RickBoersmakcmoorg Cc kinczewskimarcoconsultingcom carolwardmdlzcom Belliston Gregory S elizabethahleniusmdlzcom Subject Mondelez International - Firefighters Pension System - Response to Shareholder Proposal Importance High

Attached please find Mondelēz Internationalrsquos response to the Shareholder Proposal received from The Firefightersrsquo Pension System of the City of Kansas City Missouri Trust the original of which is being sent to your attention via FedEx Priority Overnight

Sincerely

Carol J Ward Vice President and Corporate Secretary Mondelēz International Inc


T 8479434373 F 5702353005 CaroiWardmdlzcom

December 2 2013

VIA OVERNIGHT MAIL AND E-MAIL (RickBoersmakcmoorg)

Mr Richard G Boersma Secretary Human Resources Department The Firefighters Pension System 1Oth Floor City Hall 414 East 12th Street Kansas City Missouri 64106

Dear Mr Boersma

I am writing on behalf of Mondelez International Inc (the Company) which received on November 26 2013 the shareholder proposal you submitted on behalf of The Firefighters Pension System of the City of Kansas City Missouri Trust (the Proponent) pursuant to Securities and Exchange Commission (SEC) Rule 14a-8 for inclusion in the proxy statement for the Companys 2014 Annual Meeting of Shareholders (the Proposal)

The Proposal contains certain procedural deficiencies which SEC regulations require us to bring to your attention Rule 14a-8(b) under the Securities Exchange Act of 1934 as amended (the Exchange Act) provides that shareholder proponents must submit sufficient proof of their continuous ownership of at least $2000 in market value or 1 of a companys shares entitled to vote on the proposal for at least one year as of the date the shareholder proposal was submitted The Companys stock records do not indicate that the Proponent is the record owner of sufficient shares to satisfy this requ irement In addition to date we have not received proof that the Proponent has satisfied Rule 14a-8s ownership requirements as of the date that the Proposal was submitted to the Company

To remedy this defect the Proponent must submit sufficient proof of its continuous ownership of the requisite number of Company shares for the one-year period preceding and including the date the Proposal was submitted to the Company (November 26 2013) As explained in Rule 14a-8(b) and in SEC staff guidance sufficient proof must be in the form of

(1) a written statement from the record holder of the Proponents shares (usually a broker or a bank) verifying that the Proponent continuously held the requisite number of Company shares for the one-year period preceding and including the date the Proposal was submitted (November 26 2013) or

Mr Richard G Boersma The Firefighters Pension System December 2 2013 Page 2

(2) if the Proponent has filed with the SEC a Schedule 13D Schedule 13G Form 3 Form 4 or Form 5 or amendments to those documents or updated forms reflecting its ownership of the requisite number of Company shares as of or before the date on which the one-year eligibility period begins a copy of the schedule andor form and any subsequent amendments reporting a change in the ownership level and a written statement that the Proponent continuously held the requisite number of Company shares for the one-year period

If the Proponent intends to demonstrate ownership by submitting a written statement from the record holder of its shares as set forth in (1) above please note that most large US brokers and banks deposit their customers securities with and hold those securities through the Depository Trust Company (DTC) a registered clearing agency that acts as a securities depository (DTC is also known through the account name of Cede amp Co) Under SEC Staff Legal Bulletin No 14F only DTC participants are viewed as record holders of securities that are deposited at DTC The Proponent can confirm whether its broker or bank is a DTC participant by asking its broker or bank or by checking DTCs participant list which is available at httpwwwdtcccomdownloadsmembershipdirectoriesdtcalphapdf In these situations shareholders need to obtain proof of ownership from the DTC participant through which the securities are held as follows

(1) If the Proponents broker or bank is a DTC participant then the Proponent needs to submit a written statement from its broker or bank verifying that the Proponent continuously held the requisite number of Company shares for the one-year period preceding and including the date the Proposal was submitted (November 26 2013)

(2) If the Proponents broker or bank is not a DTC participant then the Proponent needs to submit proof of ownership from the DTC participant through which the shares are held verifying that the Proponent continuously held the requisite number of Company shares for the one-year period preceding and including the date the Proposal was submitted (November 26 2013) The Proponent should be able to find out the identity of the DTC participant by asking the Proponents broker or bank If the Proponents broker is an introducing broker the Proponent may also be able to learn the identity and telephone number of the DTC participant through the Proponents account statements because the clearing broker identified on the Proponents account statements will generally be a DTC participant If the DTC participant that holds the Proponent shares is not able to confirm the Proponents individual holdings but is able to confirm the holdings of the Proponents broker or bank then the Proponent needs to satisfy the proof of ownership requirements by obtaining and submitting two proof of ownership statements verifying that for the one-year period preceding and including the date the Proposal was submitted (November 26 2013) the requisite number of Company shares were continuously held (i) one from the Proponents broker or bank confirming the Proponents ownership and (ii) the other from the DTC participant confirming the broker or banks ownership


The SECs rules require that any response to this letter be postmarked or transmitted electronically no later than 14 calendar days from the date you receive this letter Please address any response to my attention Carol J Ward Vice President and Corporate Secretary Mondelez International Inc Three Parkway North Deerfield IL 60015 Alternatively you may transmit any response by facsimile to me at (570) 235-3005

If you have any questions with respect to the foregoing please contact me at (847) 943-4373 For your reference I enclose a copy of Rule 14a-8 and Staff Legal Bulletin No 14F

Sincerely

c~J~ Vice President amp Corporate Secretary

CJWeaa Enclosures

cc Greg Kinczewski The Marco Consulting Group (via e-mail wenclosures kinczewskimarcoconsultingcom)

Rule 14a-8- Shareholder Proposals

This section addresses when a company must include a shareholders proposal in its proxy statement and identify the proposal in its form of proxy when the company holds an annual or special meeting of shareholders In summary in order to have your shareholder proposal included on a companys proxy card and included along with any supporting statement in its proxy statement you must be eligible and follow certain procedures Under a few specific circumstances the company is permitted to exclude your proposal but only after submitting its reasons to the Commission We structured this section in a question-and-answer format so that it is easier to understand The references to you are to a shareholder seeking to submit the proposaL

a) Question 1 What is a proposal A shareholder proposal is your recommendation or requirement that the company andor its board of directors take action which you intend to present at a meeting of the companys shareholders Your proposal should state as clearly as possible the course of action that you believe the company should follow If your proposal is placed on the companys proxy card the company must also provide in the form of proxy means for shareholders to specify by boxes a choice between approval or disapproval or abstention Unless otherwise indicated the word proposal as used in this section refers both to your proposal and to your corresponding statement in support of your proposal (if any)

(b) Question 2 Who is eligible to submit a proposal and how do I demonstrate to the company that I am eligible

(1) In order to be eligible to submit a proposal you must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal at the meeting for at least one year by the date you submit the proposaL You must continue to hold those securities through the date of the meeting

(2) If you are the registered holder of your securities which means that your name appears in the companys records as a shareholder the company can verify your eligibility on its own although you will still have to provide the company with a written statement that you intend to continue to hold the securities through the date of the meeting of shareholders However if like many shareholders you are not a registered holder the company likely does not know that you are a shareholder or how many shares you own In this case at the time you submit your proposal you must prove your eligibility to the company in one of two ways

(i) The first way is to submit to the company a written statement from the record holder of your securities (usually a broker or bank) verifying that at the time you submitted your proposal you continuously held the securities for at least one year You must also include your own written statement that you intend to continue to hold the securities through the date of the meeting of shareholders or

(ii) The second way to prove ownership applies only if you have filed a Schedule 130 (sect24013d-1 01 ) Schedule 13G (sect24013d-1 02) Form 3 (sect2491 03 of this chapter) Form 4 (sect2491 04 of this chapter) andor Form 5 (sect2491 05 of this chapter) or amendments to those documents or updated forms reflecting your ownership of the shares as of or before the date on which the one-year eligibility period begins If you have filed one of these documents with the SEC you may demonstrate your eligibility by submitting to the company

(A) A copy of the schedule andor form and any subsequent amendments reporting a change in your ownership level

(B) Your written statement that you continuously held the required number of shares for the one-year period as of the date of the statement and

(C) Your written statement that you intend to continue ownership of the shares through the date of the companys annual or special meeting

(c) Question 3 How many proposals may I submit Each shareholder may submit no more than one proposal to a company for a particular shareholders meeting

(d) Question 4 How long can my proposal be The proposal including any accompanying supporting statement may not exceed 500 words

(e) Question 5 What is the deadline for submit[ng a proposal

(1) If you are submitting your proposal for the companys annual meeting you can in most cases find the deadline in last years proxy statement However if the company did not hold an annual meeting last year or has changed the date of its meeting for this year more than 30 days from last years meeting you can usually find the deadline in one of the companys quarterly reports on Form 1 0-Q (sect249308a of this chapter) or in shareholder reports of investment companies under sect27030d-1 of this chapter of the Investment Company Act of 1940 In order to avoid controversy shareholders should submit their proposals by means including electronic means that permit them to prove the date of delivery

(2) The deadline is calculated in the following manner if the proposal is submitted for a regularly scheduled annual meeting The proposal must be received at the companys principal executive offices not less than 120 calendar days before the date of the companys proxy statement released to shareholders in connection with the previous years annual meeting However if the company did not hold an annual meeting the previous year or if the date of this years annual meeting has been changed by more than 30 days from the date of the previous years meeting then the deadline is a reasonable time before the company begins to print and send its proxy materials

(3) If you are submitting your proposal for a meeting of shareholders other than a regularly scheduled annual meeting the deadline is a reasonable time before the company begins to print and send its proxy materials

(f) Question 6 What if I fail to follow one of the eligibility or procedural requirements explained in answers to Questions 1 through 4 of this section

(1) The company may exclude your proposal but only after it has notified you of the problem and you have failed adequately to correct it Within 14 calendar days of receiving your proposal the company must notify you in writing of any procedural or eligibility deficiencies as well as of the time frame for your response Your response must be postmarked or transmitted electronically no later than 14 days from the date you received the companys notification A company need not provide you such notice of a deficiency if the deficiency cannot be remedied such as if you fail to submit a proposal by the companys properly determined deadline If the company intends to exclude the proposal it will later have to make a submission under sect24014a-8 and provide you with a copy under Question 10 below sect24014a-8(j)

(2) If you fail in your promise to hold the required number of securities through the date of the meeting of shareholders then the company will be permitted to exclude all of your proposals from its proxy materials for any meeting held in the following two calendar years

(g) Question 7 Who has the burden of persuading the Commission or its staff that my proposal can be excluded Except as otherwise noted the burden is on the company to demonstrate that it is entitled to exclude a proposal

(h) Question 8 Must I appear personally at the shareholders meeting to present the proposal

(1) Either you or your representative who is qualified under state law to present the proposal on your behalf must attend the meeting to present the proposal Whether you attend the meeting yourself or send a qualified representative to the meeting in your place you should make sure that you or your representative follow the proper state law procedures for attending the meeting andor presenting your proposal

(2) If the company holds its shareholder meeting in whole or in part via electronic media and the company permits you or your representative to present your proposal via such media then you may appear through electronic media rather than traveling to the meeting to appear in person

(3) If you or your qualified representative fail to appear and present the proposal without good cause the company will be permitted to exclude all of your proposals from its proxy materials for any meetings held in the following two calendar years

(i) Question 9 If I have complied with the procedural requirements on what other bases may a company rely to exclude my proposal

(1) Improper under state law If the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of the companys organization

Note to paragraph (i)(1) Depending on the subject matter some proposals are not considered proper under state law if they would be binding on the company if approved by shareholders In our experience most proposals that are cast as recommendations or requests that the board of directors take specified action are proper under state law Accordingly we will assume that a proposal drafted as a recommendation or suggestion is proper unless the company demonstrates otherwise

(2) Violation of law If the proposal would if implemented cause the company to violate any state federal or foreign law to which it is subject

Note to paragraph (i)(2) We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law if compliance with the foreign law would result in a violation of any state or federal law

(3) Violation of proxy rules If the proposal or supporting statement is contrary to any of the Commissions proxy rules including sect24014a-9 which prohibits materially false or misleading statements in proxy soliciting materials

(4) Personal grievance special interest If the proposal relates to the redress of a personal claim or grievance against the company or any other person or if it is designed to result in a benefit to you or to further a personal interest which is not shared by the other shareholders at large

(5) Relevance If the proposal relates to operations which account for less than 5 percent of the companys total assets at the end of its most recent fiscal year and for less than 5 percent of its net earnings and gross sales for its most recent fiscal year and is not otherwise significantly related to the companys business

(6) Absence ofpowerauthority If the company would lack the power or authority to implement the proposal

(7) Management functions If the proposal deals with a matter relating to the companys ordinary business operations

(8) Director elections If the proposal

(i) Would disqualify a nominee who is standing for election

(ii) Would remove a director from office before his or her term expired

(iii) Questions the competence business judgment or character of one or more nominees or directors

(iv) Seeks to include a specific individual in the companys proxy materials for election to the board of directors or

(v) Otherwise could affect the outcome of the upcoming election of directors

(9) Conflicts with companys proposal If the proposal directly conflicts with one of the companys own proposals to be submitted to shareholders at the same meeting

Note to paragraph (i)(9) A companys submission to the Commission under this section should specify the points of conflict with the companys proposal

(1 0) Substantially implemented If the company has already substantially implemented the proposal

Note to paragraph (i)(10) A company may exclude a shareholder proposal that would provide an advisory vote or seek future advisory votes to approve the compensation of executives as disclosed pursuant to Item 402 of Regulation S-K (sect229402 of this chapter) or any successor to Item 402 (a say-on-pay vote) or that relates to the frequency of say-on-pay votes provided that in the most recent shareholder vote required by sect24014a-21 (b) of this chapter a single year (ie one two or three years) received approval of a majority of votes cast on the matter and the company has adopted a policy on the frequency of say-on-pay votes that is consistent with the choice of the majority of votes cast in the most recent shareholder vote required by sect24014a-21 (b) of this chapter

(11) Duplication If the proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included in the companys proxy materials for the same meeting

(12) Resubmissions If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously included in the companys proxy materials within the preceding 5 calendar years a company may exclude it from its proxy materials for any meeting held within 3 calendar years of the last time it was included if the proposal received

(i) Less than 3 of the vote if proposed once within the preceding 5 calendar years

(ii) Less than 6 of the vote on its last submission to shareholders if proposed twice previously within the preceding 5 calendar years or

(iii) Less than 10 of the vote on its last submission to shareholders if proposed three times or more previously within the preceding 5 calendar years and

(13) Specific amount of dividends If the proposal relates to specific amounts of cash or stock dividends

(j) Question 10 What procedures must the company follow if it intends to exclude my proposal

(1) If the company intends to exclude a proposal from its proxy materials it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission The company must simultaneously provide you with a copy of its submission The Commission staff may permit the company to make its submission later than 80 days before the company files its definitive proxy statement and form of proxy if the company demonstrates good cause for missing the deadline

(2) The company must file six paper copies of the following

(i) The proposal

(ii) An explanation of why the company believes that it may exclude the proposal which should if possible refer to the most recent applicable authority such as prior Division letters issued under the rule and

(iii) A supporting opinion of counsel when such reasons are based on matters of state or foreign law

(k) Question 11 May I submit my own statement to the Commission responding to the companys arguments Yes you may submit a response but it is not required You should try to submit any response to us with a copy to the company as soon as possible after the company makes its submission This way the Commission staff will have time to consider fully your submission before it issues its response You should submit six paper copies of your response

(I) Question 12 If the company includes my shareholder proposal in its proxy materials what information about me must it include along with the proposal itself

(1) The companys proxy statement must include your name and address as well as the number of the companys voting securities that you hold However instead of providing that information the company may instead include a statement that it will provide the information to shareholders promptly upon receiving an oral or written request

(2) The company is not responsible for the contents of your proposal or supporting statement

(m) Question 13 What can I do if the company includes in its proxy statement reasons why it believes shareholders should not vote in favor of my proposal and I disagree with some of its statements

(1) The company may elect to include in its proxy statement reasons why it believes shareholders should vote against your proposaL The company is allowed to make arguments reflecting its own point of view just as you may express your own point of view in your proposals supporting statement

(2) However if you believe that the companys opposition to your proposal contains materially false or misleading statements that may violate our anti-fraud rule sect24014a-9 you should promptly send to the Commission staff and the company a letter explaining the reasons for your view along with a copy of the companys statements opposing your proposaL To the extent possible your letter should include specific factual information demonstrating the inaccuracy of the companys claims Time permitting you may wish to try to work out your differences with the company by yourself before contacting the Commission staff

(3) We require the company to send you a copy of its statements opposing your proposal before it sends its proxy materials so that you may bring to our attention any materially false or misleading statements under the following timeframes

(i) If our no-action response requires that you make revisions to your proposal or supporting statement as a condition to requiring the company to include it in its proxy materials then the company must provide you with a copy of its opposition statements no later than 5 calendar days after the company receives a copy of your revised proposal or

(ii) In all other cases the company must provide you with a copy of its opposition statements no later than 30 calendar days before its files definitive copies of its proxy statement and form of proxy under sect24014a-6

Home 1 Previous Page

US Securities and Exchange Commissio

Division of Corporation Finance Securities and Exchange Commission

Shareholder Proposals

Staff Legal Bulletin No 14F (CF)

Action Publication of CF Staff Legal Bul letin

Date October 18 2011

Summary This staff legal bulletin provides information for companies and shareholders regarding Rule 14a-8 under the Securities Exchange Act of 1934

Supplementary Information The statements in this bulletin represent the views of the Division of Corporation Finance (the Division) This bu lletin is not a rule regu lation or statement of the Securities and Exchange Commission (the Commission) Further the Commission has neither approved nor disapproved its content

Contacts For further information please contact the Divisions Office of Chief Counsel by cal ling (202) 551-3500 or by submitting a web-based request form at https ttssecgovcg i-b in corp_fin interpretive

A The purpose of this bulletin

This bulletin is part of a continuing effort by the Division to provide guidance on important issues arising under Exchange Act Rule 14a-8 Specifically this bulletin contains information regarding

bull Brokers and banks that constitute record holders under Rule 14a-8 (b)(2)(i) for purposes of verifying whether a beneficial owner is eligible to submit a proposal under Rule 14a-8

bull Common errors shareholders can avoid when submitting proof of ownership to companies

bull The submission of revised proposals

bull Procedures for withdrawing no-action requests regarding proposals submitted by multiple proponents and

bull The Divisions new process for transmitting Rule 14a-8 no-action responses by ema il

You can f ind additio nal guidance regarding Rule 14a-8 in the following bul letins that are available on the Commissions webs ite SLB No 14 SLB

_

No 14A SLB No 148 SLB No 14C SLB No 140 and SLB No 14E

B The types of brokers and banks that constitute record holders under Rule 14a-8(b)(2)(i) for purposes of verifying whether a beneficial owner is eligible to submit a proposal under Rule 14a-8

1 Eligibility to submit a proposal under Rule 14a-8

To be eligible to submit a shareholder proposal a shareholder must have continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposa l at the shareholder meeting for at least one year as of the date the shareholder submits the proposal The shareholder must al so continue to hold the req uired amount of securities through the date of the meeting and must provide the company with a written statement of intent to do so 1

The steps that a shareholder must take to verify his or her eligibility to submit a proposal depend on how the shareholder owns the securities There are two types of security holders in the US registered owners and beneficial ownerspound Registered owners have a direct relationship with the issuer because their ownership of shares is listed on the records maintained by the issuer or its transfer agent If a shareholder is a registered owner the company can independently confirm that the sha reholders holdings satisfy Rule 14a-8(b)s eligibility requirement

The vast majority of investors in shares issued by US companies however are beneficial owners which means that they hold their securities in book-entry form through a securities intermediary such as a broker or a ban k Beneficial owners are sometimes referred to as street namel holders Rule 14a-8(b)(2)(i) provides that a beneficia l owner can prov ide proof of ownership to support his or her eligibility to submit a proposa l by submitting a written statement from the record holder of [the] securities (usually a broker or bank) verifying that at the time the proposal was submitted the shareholder held the required amount of securities continuously for at least one yearl

2 The role of the Depository Trust Company

Most large US brokers and banks deposit their customers securities with and hold those securiti es through the Depository Trust Company (DTC1

)

a registered clearing agency acting as a securities depository Such brokers and banks are often referred to as participants( in DTC1 The names of these DTC participants however do not appear as t he registered owners of the securities deposited with DTC on the list of sha reholders maintained by the company or more typically by its transfer agent Rather DTCs nominee Cede amp Co appears on the shareholder list as the so le registered owner of securities deposited w ith DTC by the DTC participants A company can request from DTC a securities position listing as of a specified date wh ich identifies the DTC participants having a position in t he co mpanys securities and the number of securities held by each DTC participant on that date

3 Brokers and banks that constitute record holders under Rule 14a-8(b)(2)(i) for purposes of verifying whether a beneficial owner is eligible to submit a proposal under Rule 14a-8

In The Hain Celestial Group Inc (Oct 1 2008) we took the position that an introducing broker could be considered a record holder for purposes of Rule 14a-8(b)(2)(i) An introducing broker is a broker that engages in sales and other activities involving customer contact such as opening customer accounts and accepting customer orders but is not permitted to maintain custody of customer funds and securities2 Instead an introducing broker engages another broker known as a clearing broker to hold custody of client funds and securities to clear and execute customer trades and to handle other functions such as issuing confirmations of customer trades and customer account statements Clearing brokers generally are DTC participants introducing brokers generally are not As introducing brokers generally are not DTC participants and therefore typically do not appear on DTCs securities position listing Hain Celestial has required companies to accept proof of ownership letters from brokers in cases where unlike the positions of registered owners and brokers and banks that are DTC participants the company is unable to verify t he positions against its own or its transfer agents records or against DTCs securities position listing

In light of questions we have received following two rece nt court cases relating to proof of ownership under Rule 14a-8Z and in light of the Commissions discussion of registered and beneficial owners in the Proxy Mechanics Concept Release we have reconsidered our views as to what types of brokers and banks should be considered record holders under Rule 14a-8(b)(2)(i) Because of the transparency of DTC participants positions in a companys securities we will take the view going forward that for Rule 14a-8(b)(2)(i) purposes only DTC participants should be viewed as record holders of securities that are deposited at DTC As a result we will no longer follow Hain Celestial

We believe that taking this approach as to who constitutes a record holder for purposes of Rule 14a-8(b)(2)(i) w ill prov ide greater certainty to beneficial owners and companies We also note that th is approach is consistent w ith Excha nge Act Rule 12g5-1 and a 1988 staff no-action letter addressing that ruleIl under wh ich brokers and banks that are DTC participants are considered to be the record holders of securities on deposit w ith DTC w hen calculating the number of record holders for purposes of Sections 12(g) and 15(d) of the Excha nge Act

Companies have occasionally expressed t he v iew that because DTCs nominee Cede amp Co appears on the shareholder list as the sole registered owner of secu rities deposited with DTC by the DTC partic ipants only DTC or Cede amp Co should be viewed as the record holder of the securities held on deposit at DTC for purposes of Rule 14a-8(b)(2)( i) We have never interpreted the rule to require a shareholder to obtain a proof of ownership letter from DTC or Cede amp Co and nothing in th is guidance should be construed as changing that v iew

How can a shareholder determine whether his or her broker or bank is a DTC participant

Shareholders and companies can confirm whether a particular broker or bank is a DTC participant by checking DTCs participant list which is currently available on t he Internet at httpwww dtcc comdownloadsmem bershipdirectoriesdtca lpha pdf

What if a shareholders broker or bank is not on DTCs participant list

The shareholder w ill need to obtain proof of ownership from the DTC participant through which the securities are held The shareholder should be able to find out who th is DTC participant is by asking the shareholders broker or bank2

If the DTC participant knows the shareholders broker or banks holdings but does not know the shareholders holdings a shareholder could satisfy Rule 14a-8(b)(2)(i) by obtaining and submitting two proof of ownership statements verifying that at the time the proposal was submitted the required amount of securities were continuously held for at least one year- one from the shareholders broker or bank confirming the shareholders ownership and the other from the DTC participant confirming the broker or banks ownership

How will the staff process no-action requests that argue for exclusion on the basis that the shareholders proof of ownership is not from a DTC participant

The staff will grant no-action relief to a company on the basis that the shareholders proof of ownership is not from a DTC participant only if t he companys notice of defect describes the required proof of ownership in a manner that is consistent with the guidance contained in this bulletin Under Rule 14a-8(f)(1) the shareholder will have an opportunity t o obtain the requisite proof of ownership after receiving the notice of defect

C Common errors shareholders can avoid when subm itting proof of ownership to companies

In this section we describe two common errors shareholders make when submitting proof of ownership for purposes of Rule 14a-8(b)(2) and we provide guidance on how to avoid these errors

First Rule 14a-8(b) requ ires a shareho lder to provide proof of ownership that he or she has continuously held at least $2000 in market value or 1 of the companys securities entitled to be voted on the proposal at the meeting for at least one year by the date you submit the proposal (emphasis added) 10 We note that many proof of ownership letters do not satisfy this requirement because they do not verify the shareho lders beneficia l ownersh ip for the entire one year period preceding and including the date the proposal is submitted In some cases the letter speaks as of a date before the date the proposal is submitted thereby leaving a gap between the date of the verification and the date the proposal is submitted In other cases the letter speaks as of a date after the date the proposa l was submitted but covers a period of only one year thus fail ing to veri fy the shareholders beneficia l ownership over t he reqLiired full one year per iod preced ing the dat e of the proposals submission

Second many lett ers fail t o conf ir m continuous ownershi p of the securities Th is can occur when a broker or bank submits a letter t hat co nfirms the shareholders benef icia l owne rsh ip on ly as of a specif ied date but omits any

-

-

reference to continuous ownership for a one-year period

We recog nize that the requirements of Ru le 14a-8(b) are highly prescriptive and can cause inconvenience for shareho lders when submitting proposals A lthoug h our administ ration of Ru le 14a-8(b) is constrained by the terms of the ru le we believe that shareholders can avoid the two errors highlighted above by arranging to have their broker or bank provide t he requ ired verification of ownersh ip as of the date t hey p lan to submit the proposal using the following format

As of [date the proposa l is subm itted] [name of shareholder] held and has held continuously for at least one yea r [ number of secu rities ] sha res of [company name] [class of securities] 11

As discussed above a shareholder may a lso need to prov ide a separate written statement from t he DTC participant throug h which the shareholders securities are held if the shareholders broker or bank is not a DTC participa nt

D The submission of revised proposals

On occas ion a shareho lder will revise a proposa l after submitt ing it to a company This section addresses questions we have received regarding revisions to a proposa l or supporting statement

1 A shareholder submits a timely proposal The shareholder then submits a revised proposal before the companys deadline for receiving proposals Must the company accept the revisions

Yes In this situation we believe t he rev ised proposal serves as a replacement of the initial proposal By submitting a revised proposal the sha reholder has effectively withdrawn the in itial proposal Therefore the shareholder is not in violat ion of the one-proposal limitation in Rule 14a-8 (c) 12 If the company intends to submit a no-action request it must do so with respect to the revised proposal

We recogn ize that in Quest ion and Answer E2 of SLB No 14 we indicated that if a shareholder makes revisions to a proposal before the company submits its no -action request the company can choose whether to accept the revis ions However this guidance has led some companies to believe that in cases where shareholders attempt to make changes to an initial proposal the company is free to ignore such revis ions even if the revised proposal is submitted before the companys deadline for receiving shareholder proposals We are revising our guidance on this issue to make clear t hat a company may not ig nore a revised proposal in this situation13

2 A shareholder submits a timely proposal After the deadline for receiving proposals the shareholder submits a revised proposal Must the company accept the revisions

No If a shareho lder submits revisions to a proposal after the deadline for receiving proposals under Ru le 14a-8(e) the company is not req uired to accept the revisions However if the company does not accept the rev isions it must treat the revised proposal as a second proposal and

submit a notice stating its intention to exclude the revised proposal as required by Ru le 14a-8(j) The companys notice may cite Rule 14a-8(e) as the reason for excluding the revised proposa l If the company does not accept the revisions and intends to exclude the initial proposal it wou ld also need to submit its reasons for excluding the initial proposal

3 If a shareholder submits a revised proposal as of which date must the shareholder prove his or her share ownership

A shareholder must prove ownership as of the date the original proposal is submitted When the Commission has discussed revisions to proposa ls 14 it has not suggested that a revision triggers a requirement to provide proof of ownership a second time As outlined in Rule 14a-8(b) proving ownership includes providing a written statement that the shareholder intends to continue to hold the securities through the date of the shareholder meeting Rule 14a-8(f)(2) provides that if the shareholder fa ils in [his or her] promise to hold the required number of securities through the date of the meeting of share holders then the company wi ll be permitted to exclude all of [the same shareholders] proposals from its proxy materials for any meeting held in the following two calendar years With these provisions in mind we do not interpret Ru le 14a-8 as requi ring additional proof of ownership when a shareholder submits a revised proposa l 15

E Procedures for withdrawing no-action req uests for proposa ls submitted by multiple proponents

We have previously addressed the requirements for withdrawing a Rule 14a-8 no-action request in SLB Nos 14 and 14C SLB No 14 notes that a company should include with a withdrawal letter documentation demonstrating that a shareholder has w ithdrawn the proposal In cases where a proposal submitted by multiple shareholders is withdrawn SLB No 14C states that if each shareholder has designated a lead individual to act on its behalf and the company is able to demonstrate that the individual is authorized to act on behalf of all of the proponents the company need only provide a letter from that lead individual indicating that the lead individual is withdrawing the proposal on behalf of all of the proponents

Because there is no relief granted by the staff in cases where a no-action request is withdrawn following the withdrawal of the re lated proposa l we recognize that the threshold for withdrawing a no-action request need not be overly burdensome Going forward we w ill process a wi t hdrawal request if the company provides a letter from the lead filer t hat includes a representation that the lead filer is authorized to withdraw the proposal on behalf of each proponent identified in the companys no -act ion request 16

F Use of email to transmit our Rule 14a- 8 no-action responses to companies and proponents

To date the Division has t ransmitted copies of our Rul e 14a-8 no-action responses including copies of t he correspo ndence we have received in connect ion w it h such requests by US mail to companies and proponents We also post our respo nse and t he related correspo ndence to the Comm iss io ns we bsite shortly after issuance of our respo nse

In order to accelerate delivery of staff responses to companies and

proponents and to reduce our copying and postage costs going forward we intend to transmit our Rule 14a-8 no-action responses by email to companies and proponents We therefore encourage both companies and proponents to include email contact information in any correspondence to each other and to us We will use US mail to transmit our no-action response to any company or proponent for which we do not have email contact information

Given the availability of our responses and the related correspondence on the Commissions website and the requirement under Rule 14a-8 for companies and proponents to copy each other on correspondence submitted to the Commission we believe it is unnecessary to transmit copies of the related correspondence along with our no-action response Therefore we intend to transmit only our staff response and not the correspondence we receive from the parties We will continue to post to the Commissions website copies of this correspondence at the same time that we post our staff no-action response

1 See Rule 14a-8(b)

l For an explanation of the types of share ownership in the US see Concept Release on US Proxy System Release No 34-62495 (July 14 2010) [75 FR 42982] (Proxy Mechanics Concept Release) at Section IIA The term beneficial owner does not have a uniform meaning under the federal securities laws It has a different meaning in this bulletin as compared to beneficial owner and beneficial ownership in Sections 13 and 16 of the Exchange Act Our use of the term in this bulletin is not intended to suggest that registered owners are not beneficial owners for purposes of those Exchange Act provisions See Proposed Amendments to Rule 14a-8 under the Securities Exchange Act of 1934 Relating to Proposals by Security Holders Release No 34-12598 (July 7 1976) [41 FR 29982] at n2 (The term beneficial owner when used in the context of the proxy rules and in light of the purposes of those rules may be interpreted to have a broader meaning than it would for certain other purpose[s] under the federal securities laws such as reporting pursuant to the Williams Act)

l If a shareholder has filed a Schedule 130 Schedule 13G Form 3 Form 4 or Form 5 reflecting ownership of the required amount of shares the shareholder may instead prove ownership by submitting a copy of such filings and providing the additional information that is described in Rule 14a-8(b)(2) (ii)

plusmn DTC holds the deposited securities in fungible bulk meaning that there are no specifically identifiable shares directly owned by the DTC participants Rather each DTC participant holds a pro rata interest or position in the aggregate number of shares of a particular issuer held at DTC Correspondingly each customer of a DTC participant- such as an individual investor- owns a pro rata interest in the shares in which the DTC participant has a pro rata interest See Proxy Mechanics Concept Release at Section IlB2a

2 See Exchange lct Rule 17Ad-8

sect See Net Capital Rule Release No 34-31511 (Nov 24 1992) [57 FR 56973] (Net Capital Rule Release) at Section IIC

Z See KBR Inc v Chevedden Civil Action No H-11-0196 2011 US Dist LEXIS 36431 2011 WL 1463611 (SD Tex Apr 4 2011) Apache Corp v Chevedden 696 F Supp 2d 723 (SD Tex 2010) In both cases the court concluded that a securities intermediary was not a record holder for purposes of Rule 14a-8(b) because it did not appear on a list of the companys non-objecting beneficial owners or on any DTC securities position listing nor was the intermediary a DTC participant

sect Techne Corp (Sept 20 1988)

2 In addition if the shareholders broker is an introducing broker the shareholders account statements should include the clearing brokers identity and telephone number See Net Capital Rule Release at Section IIC(iii) The clearing broker will generally be a DTC participant

1 degFor purposes of Rule 14a-8(b) the submission date of a proposal will generally precede the companys receipt date of the proposal absent the use of electronic or other means of same-day delivery

11 This format is acceptable for purposes of Ru le 14a-8(b) but it is not mandatory or exclusive

12 As such it is not appropriate for a company to send a notice of defect for multiple proposals under Rule 14a-8(c) upon receiving a revised proposal

13 This position will apply to all proposals submitted after an initial proposal but before the companys deadline for receiving proposals regardless of whether they are explicitly labeled as revisions to an initial proposal unless the shareholder affirmatively indicates an intent to submit a seco nd additional proposal for inclusion in the companys proxy materials In t hat case the company must send the shareholder a notice of defect pursuant to Rule 14a-8(f)(1) if it intends to exclude either proposal from its proxy materials in reliance on Ru le 14a-8(c) In light of this guidance with respect to proposals or revisions received before a companys deadline for submission we will no longer follow Layne Christensen Co (Mar 21 2011) and other prior staff no-action letters in which we took the view that a proposal would violate the Rule 14a-8(c) one-proposal limitation if such proposal is subm itted to a company after the company has either submitted a Rule 14a-8 no-action request to exc lude an earlier proposal submitted by the same proponent or notified the proponent t hat the earlier proposal was excludable under the rule

14 See eg Adoption of Amendments Relating to Proposals by Security Holders Release No 34-12999 (Nov 22 1976) [41 FR 52994]

15 Because the relevant date for proving ownership under Ru le 14a-8(b) is the date the proposal is submitted a proponent who does not adequately prove ownership in connection with a proposal is not permitted to submit another proposal for the same meeting on a later date

16 Nothing in this staff position has any effect on the stat us of any

shareho lder proposal that is not w ithdrawn by the proponent or its authorized representative

httpjjwwwsecgovinterpsjegajcfslbl4fhtm

Home I Previous Page Modified 10182011

EXHIBIT C

___________________________________________________________

From Claudiu Besoaga ltcb73ntrscomgt Date December 4 2013 141547 EST To ltCAROLWARDMDLZCOMgt Cc Greg Kinczewski ltkinczewskimarcoconsultingcomgt ltRickBoersmakcmoorggt Subject KCERS - Shareholder Proposal to file at Mondelez

Hi Carol

Here is the letter showing that The Firefighters Pension System of the City of Kansas City Missouri had for a year more then $200000 worth of shares of Mondelez International Inc Fell free to contact me if you have questions The original will be delivered to you tomorrow

Thanks Claudiu

Claudiu Besoaga ndash Account Manager | Public FundsTaft-Hartley | The Northern Trust Company (312) 557-4049 | fax (312) 557-2710 | cb73ntrscom

CONFIDENTIALITY NOTICE This communication is confidential may be privileged and is meant only for the intended recipient If you are not the intended recipient please notify the sender ASAP and delete this message from your system IRS CIRCULAR 230 NOTICE To the extent that this message or any attachment concerns tax matters it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law For more information about this notice see httpwwwnortherntrustcomcircular230

~ Northern Trust

December 4 2013

BY OVERNIGHT DELIVERY AND EMAIL CAROLWARDMDLZ COM



Dear Ms Ward

As custodian of The Firefighters Pension System of the City of Kansas City Missouri Trust we are writing to report that as of the close of business December 2 2013 the Fund held 21 75000 shares of Mondelez International Inc (Company) stock in our account at The Northern Trust Company and registered in its nominee name of Cede amp Co The Fund has held in excess of $2000 worth of shares in your Company continuously since December 1 2012

If there are any other questions or concerns regarding this matter please feel free to contact me at 312-557-4049

SincereltJtlt

Claudiu Besoaga Account Manager The Northern Trus

February 14 2014

Response of the Office of Chief Counsel Division of Corporation Finance


The proposal relates to compensation

There appears to be some basis for your view that Mondelez may exclude the proposal under rule 14a-8(f) We note that the proponent appears to have failed to supply within 14 days of receipt ofMondelezs request documentary support sufficiently evidencing that it satisfied the minimum ownership requirement for the one-year period as required by rule 14a-8(b ) Accordingly we will not recommend enforcement action to the Commission ifMondelez omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f)

Sincerely

Raymond A Be Special Counsel







January 20 2014












l I l

~ i








Very Truly You~ _


cc Carol J Ward




















Sincerely


CJWeaa



EXHIBIT A


Hi Carol


Thanks Claudiu



bull Northernfrost

January 13 2014




Dear Ms Ward









January 2 2014










Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission January 2 2014

THE PROPOSAL


BASIS FOR EXCLUSION


BACKGROUND













ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt








January 20 2014












l I l

~ i








Very Truly You~ _


cc Carol J Ward




















Sincerely


CJWeaa



EXHIBIT A


Hi Carol


Thanks Claudiu



bull Northernfrost

January 13 2014




Dear Ms Ward









January 2 2014











THE PROPOSAL


BASIS FOR EXCLUSION


BACKGROUND













ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt


l I l

~ i








Very Truly You~ _


cc Carol J Ward




















Sincerely


CJWeaa



EXHIBIT A


Hi Carol


Thanks Claudiu



bull Northernfrost

January 13 2014




Dear Ms Ward









January 2 2014











THE PROPOSAL


BASIS FOR EXCLUSION


BACKGROUND













ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt





















Sincerely


CJWeaa



EXHIBIT A


Hi Carol


Thanks Claudiu



bull Northernfrost

January 13 2014




Dear Ms Ward









January 2 2014











THE PROPOSAL


BASIS FOR EXCLUSION


BACKGROUND













ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt


EXHIBIT A


Hi Carol


Thanks Claudiu



bull Northernfrost

January 13 2014




Dear Ms Ward









January 2 2014











THE PROPOSAL


BASIS FOR EXCLUSION


BACKGROUND













ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt



Hi Carol


Thanks Claudiu



bull Northernfrost

January 13 2014




Dear Ms Ward









January 2 2014











THE PROPOSAL


BASIS FOR EXCLUSION


BACKGROUND













ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt


bull Northernfrost

January 13 2014




Dear Ms Ward









January 2 2014











THE PROPOSAL


BASIS FOR EXCLUSION


BACKGROUND













ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt




January 2 2014











THE PROPOSAL


BASIS FOR EXCLUSION


BACKGROUND













ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt



THE PROPOSAL


BASIS FOR EXCLUSION


BACKGROUND













ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt







ANALYSIS












CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt








CONCLUSION



Sincerely

s Carol J Ward


CJWeaa Enclosures


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt


EXHIBIT A


Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt



Dear Ms Ward







M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt






M I - u Fax (816) 513-12 80

November 26 2013




Dear Ms Ward




Sincerely












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt












l shy-

EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt


EXHIBIT B



Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt




Sincerely




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt




December 2 2013



Dear Mr Boersma













Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt










Sincerely


CJWeaa Enclosures
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt
























































(i) The proposal































_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt























_









)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt










)


















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt

















-

-























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt
























1 See Rule 14a-8(b)



















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt
















EXHIBIT C

___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt


___________________________________________________________


Hi Carol


Thanks Claudiu



~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt


~ Northern Trust

December 4 2013




Dear Ms Ward



SincereltJtlt


SECURITIES AND EXCHANGE COMMISSION - SEC.gov...Incoming letter dated January 2, 2014 . Dear Ms....

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Transcript of SECURITIES AND EXCHANGE COMMISSION - SEC.gov...Incoming letter dated January 2, 2014 . Dear Ms....